1. Purpose
This Agreement governs the terms by which Clients (the “Client” or “You”) of Loungest Limited Licensing (the “Service”) obtain the right to use musical composition, master recordings or any other audio content and related material (lyrics, album covers, etc) (the “Works” or “Music Works”) provided by the members of the Loungest Community (the “Artists”) and available in the Loungest Limited Licensing catalog. By purchasing a license on Loungest Limited Licensing and accepting this Agreement at the time of the purchase, you agree to be bound by all its provisions. These Terms of Sale and the Particular Terms generated at the time of the purchase are considered as an indivisible whole (the “Agreement”). If you are accepting this Agreement on behalf of your employer or another entity identified in the Client Account, you warrant and represent that you have full authority to bind your employer or such entity. If you do not have such authority or you do not agree with this Agreement, do not accept this Agreement and do not purchase any product or service on Loungest Limited Licensing.
2. License terms
All rights on the Works, including, without limitation, all copyright and other intellectual property rights which are not explicitly granted under this Agreement are retained by Loungest Limited or the Artists.
2.1 Loungest Limited Licensing In-Store license
(1) By purchasing an In-Store background music license, Loungest Limited hereby grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, limited to the duration indicated in the Particular Terms, license to use a Music Works selection as background music for a public place. This license further authorizes you to reproduce the Music Works selection on any analog or digital media for the purpose of broadcasting the Music Works selection in the public place.
(2) In-store licenses will be tacitly renewed for the same term depending on the duration indicated in the Particular Terms. You may terminate this license and prevent the tacit renewal by sending us a mail or an email at least one month before the end of the term, or by using dedicated tools in your Client account when available. Loungest Limited reserves the right to apply a new Fee (defined below) for the license renewal corresponding to the public tariffs in force at this time. In this case, you will be notified of the increase or decrease of the tariffs prior to the expiration of your license.
(3) Music Works selection may be updated from time to time by Loungest Limited without notice in order to add new Works or remove Works no longer part of Loungest Limited Licensing In-Store offer. You agree and commit to update at least once a year all copies of the Music Works selection that you have in your possession.
2.2 Loungest Limited Licensing Track license
2.2.1 General terms
(1) By purchasing a license for music synchronization, Loungest Limited hereby grant you a worldwide, perpetual, non-exclusive, non-transferable and non-sublicensable, license to use reproduce and synchronize the Work in one Project (defined below) for the permitted uses enumerated below depending on the type of license purchased.
(2) You may transfer your completed works (videos, presentations, etc.) containing the Music Work to third parties (including but not limited to your clients, licensees or broadcasters) for the purpose of reproduction and broadcast for uses permitted below, provided that such third parties shall have no further rights to use the Music Work and cannot extract it from any completed work you provide.
(3) A Project (the “Project”) is defined as a coherent ensemble of multimedia or audiovisual works linked together by a common theme, product or service. For the avoidance of any doubt, a company itself may not be considered as a Project. However, the marketing campaign for the launch of a new product consisting of a website, some tutorial videos and an online advertisement, may be considered as a Project.
2.2.2 Standard License permitted uses
A standard license authorizes you to:
(1) Alter, modify or edit the Work, for the purpose of the uses hereby permitted, provided that you may not alter, modify or edit the Work to the prejudice of the unwaivable moral rights of the Artists.
(2) Use the Work as background music for personal and commercial websites.
(3) Use and synchronize the Work in personal, corporate and commercial videos, advertisements and any audio contents to be broadcasted in public places, sales locations, festival, trade shows, conferences, etc.
(4) Use and synchronize the Work in personal, corporate and commercial videos, advertisements and any audio contents to be broadcasted on personal, corporate and commercial websites, including free download and streaming video and audio on-demand services. Broadcasting in subscription video and audio on-demand services is not included in the Standard license.
(5) Use and synchronize the Work in radio programming, advertisements and any audio content to be broadcasted on webradios, including the webradio’s podcasts, provided that the Work is synchronized with other musical or audio content (broadcasting the Work as part of your music programming is prohibited). Broadcasting on radios notably available through cable, satellite and wireless transmission is not included in the Standard license.
(6) Use the Work in performing arts as live background music, and background music in video and audio recordings of the performing art to be distributed as permitted above.
(7) Use the Work in music-on-hold systems for telephones excluding any music-on-hold system intended for re-sale or re-distribution.
2.2.3 Extended License permitted uses
An Extended license includes all uses permitted under the Standard license and further authorizes you to:
(1) Distribute the Project containing the Work on any analog or digital media and devices (including but not limited to CD, DVD, Blu Ray, audio books and audio guides) and in any format.
(2) Use and synchronize the Work in radio programming, advertisements and any audio content to be broadcasted on any type of radio (including webradios, simultaneous broadcast, cable, satellite and wireless radios), including the radio’s podcasts, provided that the Work is synchronized with other musical or audio content (broadcasting the Work as part of your music programming is prohibited).
(3) Use and synchronize the Work in any software or game to be distributed on smartphones, wearable devices and tablets stores including but not limited to Google Play Store, Apple Store, Windows Phone Store, Amazon Store and Tizen.
2.2.4 Extended License options permitted uses
(1) TV/Theatre option. By purchasing the TV/Theatre option, you are further authorized to use and synchronise the Work in television programming, movies, documentaries, videos, advertisements and any audio or video content to be broadcasted in movie theatres and on any cable, satellite, IP, subscription based television and any type of free and subscription based video on-demand service, provided that the Work is synchronized with other musical or audio content (broadcasting the Work as part of a music only programming is prohibited).
(2) PC/Console video games option. By purchasing the PC/Console video games option, you are further authorized to use and synchronize the Work in any software and game to be used on personal computers and any gaming consoles and distributed by any means including physical medias, download, streaming and application stores.
2.2.5 Subscription Offer
(1) You have the possibility to benefit from one of our subscription plans which allows you to use a determined number of Works in a determined number of Projects. Available plans are indicated on our Services and may notably vary in terms of price, payment terms and number of Projects included. For each Project created in the virtue of a subscription offer, you will benefit from an Extended license including all available options. For the avoidance of any doubt, the 1 year term applicable to a subscription offer does not interfere with the Extended licenses applicable to each Project which remain granted for a perpetual duration.
(2) All subscription plans are 1 year contracts tacitly renewable for the same term. You may terminate a subscription and prevent the tacit renewal by sending us a mail or an email at least one month before the end of the 1 year term, or by using dedicated tools in your Client account when available. Loungest Limited reserves the right to apply a new tariff (defined below) for the subscription renewal depending on the public tariffs at this time. In this case, you will be notified of the increase or decrease of the tariffs prior to the expiration of your subscription.
(3) For “unlimited” subscription offers, you are authorized to use an unlimited number of Works for an unlimited number of Projects. However, Loungest Limited reserves the right to impose some technical restrictions and quotas and monitor your use of this Service in order to prevent any abuse. You agree to comply with these restrictions and quotas and not to try to circumvent them.
(4) You may upgrade to a higher plan at any time during the subscription term by contacting us by email or by using dedicated tools in your Client account when available. The upgrade will take effect on the first day of the month following the month of the request. If the upgrade occurs within 6 months before the end of the term, your subscription contract will be automatically renewed for 1 year starting on the first day of the month following the month of the request. You can downgrade to a lower plan once a year at the end of the term of your current subscription plan. In this case, this change will be reflected as soon as the subscription is renewed.
2.3 Prohibited uses
The following uses are prohibited under this Agreement:
(1) Any direct use of the Work, notably by providing the Work through direct download, streaming, as part of a compilation, by distributing CDs, DVDs, jukebox, or any other audio-only product containing a Work which is not synchronized or combined with another video or audio content.
(2) Any use of the Work in a way that is fraudulent, illegal, libellous, defamatory, offensive, discriminatory or in any way that promotes, solicits or encourages the infringement of intellectual property rights, including Artists’ moral rights, or otherwise brings Loungest Limited into disrepute.
3. Payment terms
(1) In consideration of the license granted under this Agreement, the Client will be required to pay a Fee (the “Fee”) on the basis of the Services chosen at the time of the purchase. An invoice corresponding to the Fee will be generated at the time of the purchase and communicated to the Client. Upon validation of the purchase by the Client, the order is considered as definitive and shall not be subject to any reimbursement.
(2) Any delay in the payment of an invoice may result in an additional charge of one percent (1%) per month until the payment is received. Loungest Limited also reserves the right to close the Client account and terminate the Agreement.
(3) The Client agrees to be responsible and pay for any bank fees or similar fees, sales taxes, valued added taxes and withholding taxes imposed by any jurisdiction for the use of the Works or as a result of the license hereby granted to you.
(4) You may also have the possibility to purchase credits packs on our Services in order to acquire licenses. After being purchased, these credits are shown in your Client account. Each credits pack expire 12 months after its purchase date. Once expired, the credits pack cannot be used anymore on our Services and shall not be subject to a refund.
4. Client representations and indemnification
(1) You agree to defend, indemnify and hold Loungest Limited, its affiliates and the Artists harmless from and against any claims, costs, demands, expenses and liabilities which may result from a breach by you or anyone acting on your behalf of any of the terms of this Agreement.
(2) For each use of the Work you must give credit to the Artist as follows : “Artist’s Name – Work’s Title – Provided by Loungest”, except where technical constraints make it unreasonable to give such credit.
(3) You commit to transmit to Loungest Limited, when possible, a copy of the Project in which the Work is incorporated, and authorize Loungest Limited to transmit this copy to the Artist for informational purposes only. You also authorize Loungest Limited to use the copy of the Project for the promotion of its Services. You hereby agree and authorize Loungest Limited to use your name, logo, and/or trademark in order to promote Loungest Limited Services. You further authorize Loungest Limited to use these elements in any presentation, report, case study, marketing materials and similar documentation.
(4) You must not use the word “Loungest” or any other element, including but not limited to, Loungest design, colors, trademarks, domain name or logo in a way that suggests that the Project originates from or is endorsed by Loungest Limited in any way. You shall also ensure that the Project user experience and appearance are not confusingly similar to the user experience and appearance of any part of the Loungest Limited Services.
5. Loungest Limited representations, indemnification and limitation of liability
(1) Loungest Limited warrants you having obtained sufficient rights in order to grant you a license under this Agreement and further warrants you that your use of the Work in accordance to this Agreement and in the form delivered by Loungest Limited will not infringe on any copyright or other intellectual property rights.
(2) Other than as expressly mentioned in section 5 (1), the Works are provided on an “as is” basis, and Loungest Limited disclaims all warranties of any kind on the Work, including but not limited to, warranty concerning the quality and merchantability of the Work or the fitness of the Work for a particular purpose or for the Client’s needs. Loungest Limited does not represent that the Works will meet your requirements nor that you will not be required to pay performing rights fees or any other similar fees to some right holders due to locale statute or legislation.
(3) Provided that the Work is used in accordance with this Agreement and you are not in breach of this Agreement, Loungest Limited shall, subject to the terms of sections 5 (1) and (2), indemnify, defend you against any liability arising out of any lawsuit, claim or legal proceeding alleging that the use of the Works by you is in breach of its representations set forth in section 5 (1) above, if you have purchased our additional Complete Legal Liability Coverage Service. This indemnification is conditioned on your prompt notification in writing to Loungest Limited of such claim. Loungest Limited shall not be liable for any cost incurred prior to the notice of the claim.
(4) Unless when explicitly mentioned in this Agreement, Loungest Limited shall not be liable to the Client or any third party for any cost, claim, damage or loss of profits, direct or indirect, tangible or intangible, resulting from the execution of this Agreement, including but not limited to, loss of data, loss of profits and loss of opportunity. Furthermore, Loungest Limited shall not be held liable for any cost, damage or loss resulting from a modification made to the Work by you or the context in which the Work is used.
(5) Loungest Limited total maximum aggregate liability under this Agreement and any other Agreement under which you have licensed the same Work shall be limited to an aggregate of one thousand (1 000€) euros.
6. General provisions
(1) The use of the Loungest Limited Licensing Services requires that you register and provide some information to Loungest Limited. You commit to provide Loungest Limited with correct and comprehensive information and maintain them up-to-date. Login credentials may grant you access to some Services restricted to our Clients. Such credentials are strictly personal, and should not under any circumstances be shared with or disclosed to third parties. You shall hold Loungest Limited harmless from and against any wrongful use of your credentials, whether or not fraudulent, caused by your own acts or omissions, or those of a third party.
(2) Loungest Limited is the sole holder of the intellectual property rights relating to the trademarks, patents, software, logos, graphics, photographs and animations contained on the Services. They may not be reproduced without Loungest Limited’s express consent. Loungest Limited grants you a license to use them, strictly limited to accessing, downloading, reproducing on any digital media and use them, for private and personal purposes only, within the framework of the use of the Services by you and for such time as you are registered for the Services. Any use of the “Loungest” trademark or logo, alone or associated with other contents requires Loungest Limited’s express consent unless in the virtue of an obligation of this Agreement.
(3) This Agreement is personal to the Client and may not be assigned to a third party without Loungest Limited’s prior written consent.
(4) In the event that one of the provision of this Agreement is held to be invalid, the parties hereby agree that the other provisions of the Agreement shall remain valid and that the Agreement will remain in full force and effect.
(5) This Agreement is governed by the laws of the United Kingdom excluding any conflicts of laws principles. Any dispute relating to its interpretation shall be referred to the United Kingdom jurisdictions excluding any other competent jurisdiction.
(6) The parties have agreed that this Agreement and all related document shall be drawn up in English. This Agreement may be translated in other languages. In case of any discrepancy between the English version and a translated version, the English version shall prevail.
7. Termination
(1) You can terminate this Agreement by ceasing to use the Work for any reason. The Agreement also terminate automatically should you fail to comply with any of its terms and without any notification from Loungest Limited. Loungest Limited reserves the right to demand compensation of the damages incurred. Upon termination you commit to cease any use of the Work and to delete all copies in your possession. In this cases, the Fee will remain fully owed to Loungest Limited and shall not be subject to any reimbursement.
(2) Loungest Limited reserves the right to revoke or amend the terms of this Agreement and replace the Work with an alternative for any reason, including but not limited to a potential or actual claim of copyright or intellectual property rights infringement from a third party. Upon notification from Loungest Limited, or if you become aware of such claim, you must immediately stop using the Work at your own expense and delete all copies in your possession.
The Terms Of Sale posted on this site was updated in 1 December 2020.